FIRST AMENDMENT TO REVOLVING
CREDIT
AND SECURITY
AGREEMENT
THIS FIRST
AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this
“Agreement”) is entered into March 31, 2009 by and
between BCI COMMUNICATIONS, INC., a corporation organized under the
laws of the State of Delaware (the “Borrower”), the
financial institutions which are now or which hereafter become a
party hereto (collectively, the “Lenders” and
individually a “Lender”) and PNC BANK, NATIONAL
ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such
capacity, the “Agent”).
RECITALS
Whereas, the Borrower and PNC entered into a
certain Revolving Credit and Security Agreement dated April 17,
2008 (as is being and may be further amended, replaced, restated,
modified and/or extended, the “Loan Agreement”);
and
Whereas, Borrower and PNC have agreed to modify
the terms of the Loan Agreement as set forth in this
Agreement.
Now, therefore, in consideration of PNC’s
continued extension of credit and the agreements contained herein,
the parties agree as follows:
AGREEMENT
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ACKNOWLEDGMENT OF BALANCE.
Borrower acknowledges that the most
recent statement of account sent to Borrower with respect to the
Obligations is correct.
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MODIFICATIONS.
The Loan Agreement be and hereby is
modified as follows:
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(I) The definition of “
Revolving Interest Rate ” as set forth in Section 1.2
of the Loan Agreement is hereby deleted and replaced with the
following definition to read as follows:
The definition
of “ Revolving Interest Rate ” shall mean an
interest rate per annum equal to (a) the sum of the Alternate Base
Rate plus two and one-fourth (2.25%) per cent with respect to
Domestic Rate Loans, and (b) the sum of the Eurodollar Rate plus
three (3.00%) percent with respect to Eurodollar Rate
Loans. However, in no event shall Eurodollar Rate Loans
be less than two and one-half (2.50%) percent.
(II) Section 6.5 of the Loan
Agreement entitled “ Financial Covenants ” is
hereby deleted and a new Section 6.5 is replaced therefor to read
as follows:
6.5. Financial
Covenants.
(a)
Minimum Undrawn Availability : Cause, suffer or permit
Undrawn Availability plus cash on deposit at PNC to be less than:
(1) Two Million Two Hundred Fifty Thousand ($2,250,000) Dollars as
of March 31, 2009, or (2) Three Million Five Hundred Thousand
($3,500,000) Dollars as of June 30, 2009;
(b)
Fixed Charge Coverage Ratio: Cause to be
maintained at all tim
